8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(D) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 29, 2008

APEX SILVER MINES LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands, British West Indies	1-13627	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Walker House Mary Street George Town, Grand Cayman Cayman Islands, British West Indies	Not Applicable
(Address of principal executive offices)	(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 2.02	Results of Operations and Financial Condition.
Item 9.01	Financial Statements and Exhibits.

Signature

Exhibit Index

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Item 2.02  Results of Operations and Financial Condition

On February 29, 2008, Apex Silver Mines Limited issued a press release reporting its year-end 2007 financial results.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

                The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits

                        (d) Exhibits

Exhibit No.	Description
99.1	Press release of Apex Silver Mines Limited, dated February 29, 2008 reporting financial results for year-end 2007

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  March 6, 2008

Apex Silver Mines Limited
By:	/s/ Robert P. Vogels
	Robert P. Vogels
	Vice President, Controller

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Apex Silver Mines Limited, dated February 29, 2008 reporting financial results for year-end 2007

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EX-99.1

Exhibit 99.1

Apex Silver Reports 2007 Year-End Results

DENVER—(BUSINESS WIRE)—February 29, 2008— Apex Silver Mines Limited (AMEX: SIL) today reported net income of $11.6 million or $0.20 per share for the year ended December 31, 2007, compared to a net loss of $513.5 million or $9.09 per share for the same 2006 period.  The company also reported a loss from operations of $37.9 million for the year ended December 31, 2007, compared to a loss of $744.6 million for the same 2006 period.

For the year ended December 31, 2007, the company recorded a gain related to its metals derivative positions in the amount of $19.3 million, compared to a loss of $715.1 million on its derivative positions for 2006. The gains and losses are primarily the result of marking-to-market its open derivative positions as spot and forward prices for silver, zinc and lead fluctuate and maturity dates draw closer.  Also during 2007, the company began to settle the derivative positions required by the San Cristobal project finance facility by making cash payments of $48.3 million. The actual financial impact of the remaining derivative positions will not be known until the positions are closed on their future settlement dates. At December 31, 2007, the net liability associated with the derivative positions was $741 million.

During the fourth quarter 2007 the company liquidated auction rate securities (ARS) investments with a cost basis of $19.5 million for $15.7 million for a loss of $3.8 million, and for the year the company recorded a $30.7 million impairment charge to earnings on the remaining ARS investments it held with an original cost of $52.2 million resulting in a carrying value of $21.5 million at December 31, 2007.  The company does not anticipate liquidating the remaining ARS investments during the next twelve months and has classified them as long-term investments at December 31, 2007.

At December 31, 2007 the company’s aggregate cash, restricted cash, short and long-term investments and restricted investments totaled $220.7 million compared to an aggregate of $514.9 million in cash, restricted cash, short- and long-term investments and restricted investments at December 31, 2006.  At December 31, 2007, the company’s aggregate unrestricted cash and investments (excluding ARS investments) totaled $95.9 million.  The decrease in our aggregate balance of cash, restricted cash, short and long-term investments and restricted investments at December 31, 2007, compared to the prior year, is primarily the result of $148.9 million invested in property, plant and equipment related to the development of the San Cristobal mine; $166.0 million used to fund operations, property holding costs and administrative costs, net of interest and other income; and $57.9 million to settle maturing derivative positions and to purchase additional derivative positions.  In addition, the value of the company’s investments was reduced by a $34.5 million impairment to the carrying value of its ARS investments.  The decrease in cash and investment balances was partially offset by $80.4 million advanced by Sumitomo as its share of San Cristobal funding and $45.0 million of borrowings against the San Cristobal project finance facility.

Earnings Calls Commencing with First Quarter Earnings

The company will be scheduling a conference call following the first quarter earning release.  An announcement and call in instructions will be provided in advance of the call.

Apex Silver is a mining, exploration and development company. The Ordinary shares of Apex Silver trade on the American Stock Exchange under the symbol “SIL.”

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This press release contains forward-looking statements regarding the company, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the net liability associated with the company’s metals derivatives positions and the anticipation that its remaining auction rate security investments will not be liquidated during the next twelve months. Actual results relating to any and all of these subjects may differ materially from those presented. Factors that could cause results to differ materially include fluctuations in silver, zinc and lead prices and resulting changes in net liabilities associated with and settlements of metals derivative positions and changes in its plan regarding the liquidation of auction rate security investments. The company assumes no obligation to update this information. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in the company’s Form 10-K filed with the SEC for the year ended December 31, 2007.

CONTACT: Apex Silver Mines Corporation

Jerry W. Danni, 303-228-0336

Sr. Vice President Corporate Affairs

SOURCE: Apex Silver Mines Corporation

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APEX SILVER MINES LIMITED

Summary Financial Information

	The years ended December 31,
	2007			2006			2005
	(in thousands except per share data)
Revenues:
Sales of concentrates, net	$	45,932		$	—		$	—
Costs and expenses:
Costs applicable to sales	(42,941		)	—			—
Production startup income/(expense), net	(13,483		)	—			—
Exploration	(15,357		)	(8,316		)	(5,235		)
Administrative	(21,857		)	(21,247		)	(17,860		)
Gain (loss) - commodity derivatives	19,290			(715,120		)	(151,515		)
Gain (loss) - foreign exchange and currency derivatives	7,724			885			(678		)
Asset retirement accretion expense	(600		)	(406		)	—
Other expense	(2,435		)	—			—
Amortization and depreciation.	(14,179		)	(403		)	(210		)
Total operating expenses	(83,838		)	(744,607		)	(175,498		)
Loss from operations	(37,906		)	(744,607		)	(175,498		)
Other income and expenses:
Interest and other income	21,990			19,678			14,295
Royalty income	1,319			1,619			—
Gain on sale of interest in subsidiaries	—			199,600			—
Gain on extinguishment of debt	—			2,875			6,765
Loss on auction rate securities	(34,537		)	—			—
Interest expense and other borrowing costs (net of $30.6, $26.1 and $6.9 million capitalized during 2007, 2006 and 2005, respectively)	(23,845		)	(774		)	(7,335		)
Total other income and expenses	(35,073		)	222,998			13,725
Loss before minority interest and income taxes	(72,979		)	(521,609		)	(161,773		)
Income tax expense	(2,864		)	(749		)	(379		)
Minority interest in loss of consolidated subsidiary	87,399			8,813			16
Net income (loss)	$	11,556		$	(513,545	)	$	(162,136	)
Other comprehensive income (loss):
Unrealized loss on securities	(86		)	(24		)	(311		)
Reclassification for loss on securities included in net income	—			243			—
Comprehensive income (loss)	$	11,470		$	(513,326	)	$	(162,447	)
Net income (loss) per Ordinary Share - basic	$	0.20		$	(9.09	)	$	(3.34	)
Net income (loss) per Ordinary Share - diluted	$	0.20		$	(9.09	)	$	(3.34	)
Weighted average Ordinary Shares outstanding - basic	58,714,935			56,498,416			48,615,586
Weighted average Ordinary Shares outstanding - diluted	59,070,546			56,498,416			48,615,586

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SUMMARY BALANCE SHEET DATA

	December 31,			December 31,
	2007			2006
	(in thousands except share data)
Assets
Current assets
Cash and cash equivalents	$	40,736		$	49,840
Restricted cash	12,313			31,942
Investments	52,243			325,536
Restricted investments	—			65,343
Inventories	44,211			6,332
Prepaid expenses and other assets	19,305			9,984
Current assets	168,808			488,977
Property, plant and equipment (net)	841,981			641,758
Ore stockpile inventories	76,914			21,341
Deferred financing costs	15,990			19,485
Value added tax recoverable	95,327			54,158
Restricted Cash	91,000			—
Investments	24,407			42,255
Derivatives at fair value	8,475			—
Other	2,009			2,122
Total assets	$	1,324,911		$	1,270,096
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities	$	55,957		$	47,979
Accrued interest payable	4,982			3,405
Derivatives at fair value	266,820			39,080
Current portion of long term debt	41,155			4,408
Current liabilities	368,914			94,872
Long term debt	546,981			492,195
Derivatives at fair value	482,683			779,118
Deferred gain on sale of asset	945			1,400
Other long term liabilities	2,508			—
Asset retirement obligation	6,981			5,761
Total liabilities	1,409,012			1,373,346
Minority interest in subsidiaries	—			40
Commitments and contingencies
Shareholders’ equity (deficit)
Ordinary Shares, $.01 par value, 175,000,000 shares  authorized; 58,909,625 and 58,577,700 shares  issued and outstanding, respectively	589			586
Additional paid in capital	677,203			669,487
Accumulated deficit during development stage	(761,783		)	(773,339		)
Accumulated other comprehensive loss	(110		)	(24		)
Total shareholders’ equity (deficit)	(84,101		)	(103,290		)
Total liabilities and shareholders’ equity (deficit)	$	1,324,911		$	1,270,096

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